General Terms for Sale and Delivery
All deliveries, services and quotations are subject exclusively to our Terms of Sale and Delivery as shown underneath. These terms will also apply to all future business transactions without explicit agreement. They will be deemed as accepted upon receipt of the delivery or service at the latest. Deviating or adverse terms of any business partner shall be deemed as void unless explicitly accepted by us in writing. Our terms are to apply even if deliveries are made in the knowledge of deviating of adverse terms of any business partner. Any such deviating or adverse terms that may be contained in any counter-confirmation are hereby objected against. The laws of the Federal Republic of Germany apply exclusively to the legal relationship with the buyer. The Treaty of the United Nations on Contracts for the International Sale of Goods from April 11, 1980 is excluded. Exclusive Place of Jurisdiction for all litigations is Nordhorn.
I. Offers and services
Quotations are subject to alteration and without commitment. Information about products and services is given without any obligation unless explicitly referred to as binding in our acknowledgement or order. Orders require our written confirmation as do additional agreements, alterations, additions and warranted characteristics.
All prices quoted are ex-works plus VAT unless explicitly stated.
The risk of accidental perishing or accidental deterioration passes to the buyer at the time of the merchandise being made available on the loading ramp, at the latest however, upon the merchandise being handed over to the carrier or leaving our warehouse. Handling, transport and custom duties are at the expense of the buyer. IV. Notification of Defects and Warranty
Notification of defects must be made by the buyer without undue delay. After cutting or processing of the delivered goods, any claim of apparent defect is excluded.
The invoice will be issued on the day of delivery or the day of availability of the goods. Postponement of maturity (valuation time) is in principle excluded. From the 1st day after due date delay occurs under §286(2) Subpart 1 German Civil Code. If in place of cash, check or transfer of funds a bill of exchange is accepted by the Seller, in cashing the bill of exchange after the net payment date after the due date, a premium of 1% of the bill of exchange sum will be calculated. Interest on prepayments will not be provided in any case. Payments will be applied always to offset the oldest due accounts in addition to application to the delays interest due on such sums. Cash discount will not be accepted when the buyers account contains overdue unpaid invoices at the same time.
VI. Payment after due date
For payments after due date, interest at the rate of 8% above the then applicable basis rate will be calculated. Before complete payment of the due invoiced amounts including interest, the Seller is not obligated to make any further delivery from any current contract. The claim of delay damages is reserved. In the case of delay in payment of the Buyer or in the case of threatened insolvency or other essential deterioration of assets of the Buyer, the Seller can demand payment in cash before delivery for still outstanding deliveries from any current contract or rescind the contract or demand damage compensation.
VII. Payment Methods
The offsetting and withholding of due invoiced amounts is only permissible for undisputed claims or those reduced to final judgment. This applies also in case of cessation of payments by the Seller. Other deductions (for example Postage) are impermissible. Bills of exchange, insofar as they are taken in payment, are accepted only against reimbursement of fees. Bills of exchange and accepted bills of exchange with a term of more than three months will not be accepted.
VIII. Retention of Title
The goods remain the property of the Seller until the complete payment of all claims from delivery of goods from the entire business relationship, including side claims, damage compensation claims and cashing of checks and bills of exchange. The retention of title also remains where particular claims of the Seller have been incorporated in an outstanding invoice and the balance is reflected and acknowledged.
If the goods subject to retention of title have been connected to a new movable item, mixed or processed by the Buyer, this applies for the Seller without any obligation on it. Through the connection, mixing or processing the Buyer does not acquire ownership of the new thing under §§947 and following sections, German Civil Code. The Seller acquires co-ownership in the new thing in the case of connection, mixing or processing with things not belonging to the Seller in proportion to the outstanding invoiced value of the goods under retained title to the entire value.
Insofar as in the business relationship between the Seller and the Buyer a centralized authority is invoked that takes over del credere liability, the Seller transfers with shipment of the goods the ownership to the centralized authority subject to the condition of payment of the purchase price bay the central authority. The Buyer is relieved of payment liability only with payment by the central authority.
The Buyer is entitled to further sale or processing only with consideration of the following conditions.
The Buyer may sell or process the goods subject to retention of title only in the course of ordinary business and insofar as its asset standing does not significantly deteriorate. The Buyer assigns hereby the claim, with all related rights, from resale of the goods subject to retention of title – including any accounts receivable- to the Seller. If the goods are connected, mixed or processed and the Seller has obtained co-ownership in the amount of the outstanding invoiced value, it is entitled to any purchase claim for the goods in proportion to its rights. If the Buyer sells the claim within the scope of genuine factoring, the Buyer assigns the claim it has against the factor to the Seller and will send to the Seller its sales proceeds in proportion to the value of the rights of the Seller to the goods. The Buyer is obligated to disclose the assignment to the factor when payment on an invoice is more than 10 days overdue or when its assets situation deteriorates significantly.
The Seller accepts this assignment.
Using the goods subject to retention of title for a lien or as security is impermissible. The Seller is to be informed immediately of any lien seizures, with provision of information concerning the lien creditor.
If the Seller takes the delivered good back in exercise of its rights of retention, contract rescission only exists where the Seller expressly declares it. The Seller can satisfy its claims by private sale.
The Buyer keeps the goods under retention of title for the Seller without costs. It has to insure them within the usual scope against common dangers such as for example fire, theft and water. The Buyer assigns hereby to the Seller its compensation rights, which it has as a result of damages of the aforementioned type, against insurance companies or other obligated parties in the amount of the invoiced value of the goods. The Seller accepts this assignment.
IX. Warranty and liability
No warranty is accepted if the Buyer didnt follow the regulations as outlined in the §377 HGB. At our own discretion, we will free of charge remedy defects or replace the whole or part of the merchandise should there occur, within the legal warranty period due to events or circumstances having occurred prior to the passing of the risk, defects rendering the merchandise unfit for use, or impeding its value or usefulness. Notification of defects by the Buyer must be made in writing without undue delay. With notification of defects given, the Buyer is obliged to , at our discretion, keep the goods in question ready for inspection. Failure to do so will result in the loss of any claims based on warranty. Such claims will also become void in the event of the Buyer processing the goods subsequent to having ascertained any defects, or, indeed having failed to ascertain obvious defects as well as in the event of the Buyer carrying out remedy operations without previous consult.
X. Limitation of warranty
Further claims, irrespective of their legal grounds and regardless of the legal theory they are based upon, are precluded except where warranty is mandatory due to product liability law or in cases of intent or gross negligence.
In the event of that one or several of the above regulations should be void, the remaining regulations will be unaffected. That regulation coming closest to the void regulation and fulfilling the spirit of the void regulation in terms of juridical and economical sense, will then be in effect.